(1) Meetings of the board may be called by the
chairperson of the board or the president or any vice president or the
secretary or any two directors.
(2) Regular meetings of the board may be held
without notice if the time and place of the meetings are fixed by the
bylaws or the board. Special meetings of the board shall be held upon four
days' notice by first-class mail or 48 hours' notice delivered personally or
by telephone, including a voice messaging system or other system or
technology designed to record and communicate messages, telegraph,
facsimile, electronic mail, or other electronic means. The articles or
bylaws may not dispense with notice of a special meeting. A notice, or
waiver of notice, need not specify the purpose of any regular or special
meeting of the board.
(3) Notice of a meeting need not be given to
any director who signed a waiver of notice or a written consent to holding
the meeting or an approval of the minutes thereof, whether before or after
the meeting, or who attends the meeting without protesting, prior thereto or
at its commencement, the lack of notice to that director. These
waivers, consents and approvals shall be filed with the corporate records or
made a part of the minutes of the meetings.
(4) A majority of the directors present,
whether or not a quorum is present, may adjourn any meeting to another time
and place. If the meeting is adjourned for more than 24 hours, notice
of any adjournment to another time or place shall be given prior to the time
of the adjourned meeting to the directors who were not present at the time
of the adjournment.
(5) Meetings of the board may be held at any
place within or without the state which has been designated in the notice of
the meeting or, if not stated in the notice or if there is no notice,
designated in the bylaws or by resolution of the board.
(6) Members of the board may
participate in a meeting through use of conference telephone, electronic
video screen communication, or electronic transmission by and to the
corporation (Sections 20 and 21). Participation in a meeting through use of
conference telephone or electronic video screen communication pursuant to
this subdivision constitutes presence in person at that meeting as long as
all members participating in the meeting are able to hear one another.
Participation in a meeting through use of electronic transmission by and to
the corporation, other than conference telephone and electronic video screen
communication, pursuant to this subdivision constitutes presence in person
at that meeting if both of the following apply:
(A) Each member
participating in the meeting can communicate with all of the other members
concurrently.
(B) Each member is provided the means of participating in all
matters before the board, including, without limitation, the capacity to
propose, or to interpose an objection to, a specific action to be taken by
the corporation.
(7) A majority of the number of directors
authorized in the articles or bylaws constitutes a quorum of the board for
the transaction of business. The articles or bylaws may not provide
that a quorum shall be less than one-fifth the number of directors
authorized in the articles or bylaws, or less than two, whichever is larger,
unless the number of directors authorized in the articles or bylaws is one,
in which case one director constitutes a quorum.
(8) Subject to the provisions of Sections
7212,
7233,
7234, and subdivision (e) of Section
7237 and
Section 5233,
insofar as it is made applicable pursuant to Section 7238, every act or
decision done or made by a majority of the directors present at a meeting
duly held at which a quorum is present is the act of the board. The
articles or bylaws may not provide that a lesser vote than a majority of the directors present at a meeting is the act of the board. A meeting at
which a quorum is initially present may continue to transact business
notwithstanding the withdrawal of directors, if any action taken is approved
by at least a majority of the required quorum for the meeting, or any
greater number as is required by this division, the articles or bylaws.
